Terms of Service

Acceptance of Terms

By accessing and using the services provided by Spherix B.V. ("Company", "we", "our", or "us"), you accept and agree to be bound by the terms and provision of this agreement. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Spherix B.V.

If you do not agree to abide by the above, please do not use our services. Your continued use of our services following the posting of changes to these Terms will be deemed your acceptance of those changes.

These Terms apply to all users of our services, whether you are accessing our website, engaging our software development services, or interacting with our company in any professional capacity.

Company Information

Spherix B.V. is a limited liability company registered in the Netherlands with the following details:

Services Description

Spherix provides professional software development services including but not limited to:

• Custom software development and programming
• Web application development and maintenance
• Mobile application development
• Cloud solutions and infrastructure services
• Digital transformation consulting
• Technical support and maintenance services
• Software architecture and design services

Specific service details, deliverables, timelines, and pricing will be outlined in separate service agreements or statements of work that reference these Terms.

Client Obligations and Responsibilities

As a client of Spherix, you agree to:

• Provide accurate and complete information necessary for service delivery
• Respond promptly to requests for feedback, approvals, and clarifications
• Make timely payments according to agreed terms
• Provide necessary access to systems, data, and personnel as required
• Comply with all applicable laws and regulations
• Respect intellectual property rights of Spherix and third parties
• Use our services only for lawful purposes
• Maintain confidentiality of any proprietary information shared by Spherix

Failure to meet these obligations may result in delays, additional costs, or termination of services at Spherix's discretion.

Payment Terms and Conditions

Payment terms will be specified in individual service agreements. Unless otherwise agreed:

• Invoices are payable within 30 days of receipt
• Late payments may incur interest charges of 1.5% per month
• All prices are exclusive of applicable taxes unless stated otherwise
• Currency for payments is EUR unless otherwise specified
• Spherix reserves the right to suspend services for overdue accounts

Disputed invoices must be raised in writing within 14 days of receipt. Undisputed portions remain payable according to standard terms.

Intellectual Property Rights

Intellectual property rights are fundamental to our business relationship. The following principles apply:

Client-Owned IP

You retain ownership of any pre-existing intellectual property, data, content, and materials provided to Spherix. Custom software developed specifically for you will generally become your property upon full payment, unless otherwise agreed.

Spherix-Owned IP

Spherix retains ownership of our pre-existing intellectual property, methodologies, tools, and any general knowledge or techniques developed during service provision. We reserve the right to use general knowledge and experience gained for other clients.

Third-Party IP

Both parties must respect third-party intellectual property rights. Any use of third-party software, libraries, or components will be properly licensed and documented.

Confidentiality

Both parties acknowledge that confidential information may be disclosed during the course of our business relationship. We agree to:

• Keep confidential information strictly confidential
• Use confidential information only for the purposes of providing or receiving services
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential information upon request or termination
• Take reasonable measures to protect confidential information

This obligation survives termination of our business relationship and continues for a period of five (5) years.

Limitation of Liability

To the fullest extent permitted by applicable law, Spherix's liability is limited as follows:

Direct Damages

Our total liability for direct damages arising from any service agreement shall not exceed the total amount paid by the client for the specific services that gave rise to the claim.

Indirect Damages

Under no circumstances shall Spherix be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, business opportunities, or revenue, regardless of whether such damages were foreseeable.

Exceptions

These limitations do not apply to damages arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

Warranties and Disclaimers

Spherix warrants that services will be performed with reasonable skill and care in accordance with industry standards. However:

• We do not warrant that software will be error-free or uninterrupted
• We do not guarantee specific performance outcomes or business results
• Third-party components are provided "as is" with manufacturer warranties only
• Client's use of services must comply with all applicable laws and regulations

Any warranty claims must be reported within 30 days of discovery. Our obligation is limited to correction of defects or refund of fees for defective services.

Termination

Either party may terminate service agreements under the following conditions:

Termination for Convenience

Either party may terminate with 30 days written notice. Client remains liable for all services provided up to the termination date plus any non-cancellable commitments.

Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.

Effect of Termination

Upon termination, Spherix will deliver all completed work products and return client property. Client must pay all outstanding invoices. Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, or failure of third-party services.

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If force majeure conditions persist for more than 90 days, either party may terminate the affected agreement.

Governing Law and Jurisdiction

These Terms and all related agreements are governed by the laws of the Netherlands, without regard to conflict of law principles. Any disputes arising from or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of the Netherlands.

Before pursuing litigation, parties agree to attempt resolution through good faith negotiations and, if necessary, mediation through a mutually agreed mediator in the Netherlands.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any service agreements.

Data Protection and Privacy

Spherix is committed to protecting personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable privacy laws. Our processing of personal data is governed by our Privacy Policy, which forms an integral part of these Terms.

Where Spherix processes personal data on behalf of clients, we will enter into appropriate data processing agreements to ensure compliance with applicable data protection laws.

Modifications to Terms

Spherix reserves the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting updated Terms on our website
• Sending email notifications to active clients
• Providing written notice for significant changes affecting existing agreements

Continued use of our services after notice constitutes acceptance of modified Terms. If you do not agree to modifications, you may terminate services in accordance with the termination provisions.

General Provisions

Entire Agreement

These Terms, together with any service agreements and statements of work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Assignment

These Terms may not be assigned by either party without written consent, except that Spherix may assign to affiliates or in connection with a merger or acquisition.

Waiver

No waiver of any breach of these Terms shall be deemed a waiver of any subsequent breach.

Contact Information

For questions about these Terms of Service or to discuss specific service requirements, please contact us: